There is substantial evidence that overweight and obesity during late life (? 65 years of age) confers significant risk for type 2 diabetes and co-morbid conditions. Thus, there is growing concern about the public health consequences of increased incidence of type 2 diabetes in an aging U.S. population. Studies with high risk samples have shown that lifestyle interventions significantly reduce diabetes risk and that elders are particularly responsive, showing better weight loss and lower rates of diabetes development in comparison to younger individuals. However, although there have been program dissemination studies with mixed-age adult cohorts, few studies have focused specifically on persons ? 65 years of age or addressed the challenges of identifying workable platforms for delivering prevention programs to older adults. This application is based on the premise that offering an evidence-based lifestyle intervention to reduce risk for type 2 diabetes to retirees during the annual Medicare enrollment process presents an innovative, practical opportunity to reach eligible, high-risk adults. If shown to be feasible and effective, this program has strong potential for public health impact and medical cost-containment. Further, although clinical studies have emphasized the importance of continued contact over time in helping individuals extend the benefits of lifestyle interventions, there are no dissemination studies of which we are aware that have systematically documented the impact of continued monthly contacts after the initial intervention period. Thus, the overall aims of this application are to: 1. examine the feasibility and effectiveness of implementing the Group Lifestyle Balance 12-session program (GLB-12), an evidence- supported prevention program to mitigate diabetes risk, as part of the Medicare benefit offered to high risk retirees at a large public university, and; 2. evaluate the utility of continued telephone contact in enhancing treatment outcome over a 24-month period. Eligible participants will be 320 non-diabetic adults, aged 65-80, with a BMI ? 27 and at least one additional cardio-metabolic risk factor. All participants will receive the GLB-12 and then will be randomized to one of two continued-contact protocols for the remaining one year of intervention, 10-sessions of continued small group contact by telephone (GLB-12 plus 10TC) or a newsletter control condition (GLB-12 plus NC). Program feasibility will be assessed by reporting enrollment, adherence and session completion rates, and satisfaction ratings in this delivery context. Effectiveness of the GLB-12 will be documented by reporting the proportion of participants meeting ? 5% weight loss, a commonly accepted benchmark in translation studies known to be associated with favorable cardio-metabolic outcomes at month 4. It also is hypothesized that GLB-12 plus 10TC, when compared to GLB-12 plus NC will be associated with more favorable anthropometric (weight, waist), cardio-metabolic (glucose, blood pressure, lipid), physical function (grip strength, balance, gait speed) and health related quality of life outcomes at months 12 and 24. Finally, exploratory analyses will document program costs and program impact on medical utilization.